SoFi (IPOE) Acquires Bank Golden Pacific Bancorp (GPBI)

March 9, 2021 7:18 AM EST

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Social Finance, Inc., which is merging with SPAC Social Capital Hedosophia Holdings V (NYSE: IPOE), announced that it has signed a definitive agreement to acquire Golden Pacific Bancorp, Inc. (OTCPK: GPBI) and its wholly owned subsidiary Golden Pacific Bank, N.A. (together, “GPB”). GPB is a Sacramento, California-based community bank that is regulated by the Office of the Comptroller of the Currency (OCC) and has approximately $150 million in assets. SoFi will pay $2.55 in cash for each share of GPB or approximately $22.3 million in aggregate to acquire GPB to advance SoFi’s effort to obtain a national bank charter.

The proposed acquisition is a key strategic step in SoFi's path to obtaining a national bank charter. As a result of the proposed acquisition, SoFi will switch its current de novo bank application to a change of control application. If successfully granted a national bank charter by the OCC and Federal Reserve pursuant to its change of control application, SoFi plans to contribute $750 million in capital and pursue its national, digital business plan while maintaining GPB’s community bank business and footprint, including GPB’s current three physical branches. Once the transaction is complete--which is anticipated before the end of 2021--GPB’s community bank business will operate as a division of SoFi Bank, N.A., a renaming of GPB's bank entity. GPB President and Chief Executive Officer Virginia Varela will continue to lead the GPB community bank business under the direction of Paul Mayer, who will serve as President of SoFi Bank, N.A.

“We believe that by pursuing a national bank charter, we will be able to help even more people get their money right with enhanced value and more products and services,” said Anthony Noto, CEO of SoFi. “We are thrilled to have found a partner in Golden Pacific Bank to both accelerate our pursuit to establish a national bank subsidiary, as well as begin to expand our offerings in SoFi’s financial products and Galileo’s technology platform to serve local communities. We look forward to working with Virginia and her team.”

“We’re excited for this new partnership with SoFi and the strength it will bring to enhance our ability to serve our customers at the highest level,” said Virginia Varela, President and CEO, Golden Pacific Bank, N.A. “We will continue our commitment to bringing more services and convenience for our individual customers, small businesses, and the communities that we serve in Sacramento and surrounding counties.”

A national bank charter will allow SoFi to accept deposits and make loans that use SoFi’s member deposits versus the higher cost of funding for its loan offerings as a non-bank, creating greater efficiency, and enabling the company to offer more choices and compelling value to its customers. SoFi received preliminary conditional approval from the OCC in October 2020 for its de novo bank plan. SoFi expects to file shortly with the Federal Reserve for Bank Holding Company status and, together with GPB, to file an updated business plan with the OCC.

The transaction is subject to regulatory approvals from the OCC and the Federal Reserve, and other customary closing conditions.

GPB has received shareholder approval for the transaction. Wachtell, Lipton, Rosen & Katz is serving as legal advisor and Piper Sandler & Co. is serving as financial advisor to SoFi. Janney Montgomery Scott LLC is acting as financial advisor and Hogan Lovells US LLP is acting as legal advisor to GPB.

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